UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(X
      )
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF
      1934





For the
      quarter period endedJune 30,
      2008





(  )
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE
  ACT





For the
      transition period
      form                                                      
      toCommission File
      number   333-151339





SWEETWATER RESOURCES,
      INC.


(Exact name of
small business issuer as specified in its charter)





Nevada
            71-1050559(State
      or other jurisdiction of incorporation or organization)
            (IRS Employer Identification
      No.)





Madappilly House, Elenjipra, P.O., Chalakudy Via,
      Kerala, India(Address
      of principal executive offices)





011-91-480-320-8192(Issuer’s
      telephone number)





N/A(Former
      name, former address and former fiscal year, if changed since last
      report)





Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes [X] No□





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [ X
]   No   [   ]





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PROCEDING FIVE YEARS





Check whether the registrant filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after the distribution of securities under a plan confirmed by a
court.  Yes□No □





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:





July 15,
2008:                                4,541,000
common shares





Transitional
Small Business Disclosure format (Check one):   Yes
[   ]  No [X]











-1-








INDEX





Page
              NumberPART
      1.
            FINANCIAL
      INFORMATIONITEM 1.
            Financial
      Statements (unaudited)
            3Balance
      Sheet as at June 30, 2008 and March 31, 2008
            4Statement
      of Operations
              For
      the three months ended June 30, 2008 and for the period July 24, 2007
      (Date of Inception) to June 30, 2008
            5Statement
      of Cash Flows
              For
      the three months ended June 30, 2008 and for the period July 24, 2007
      (date of inception) to June 30, 2008
            6Notes
      to the Financial Statements.
            7ITEM 2.
            Management’s
      Discussion and Analysis or Plan of Operations
            10ITEM 3.
            Controls
      and Procedures
            20PART
      11.
            OTHER
      INFORMATION
            20ITEM 1.
            Legal
      Proceedings
            20ITEM 2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            20ITEM 3.
            Defaults
      Upon Senior Securities
            21ITEM 4.
            Submission
      of Matters to a Vote of Security Holders
            21ITEM 5.
            Other
      Information
            21ITEM 6.
            Exhibits
      and Reports on Form 8-K
            21SIGNATURES.
            22











-2-










PART
1 – FINANCIAL INFORMATION




ITEM
1.   FINANCIAL STATEMENTS




The
accompanying balance sheets of Sweetwater Resources Inc. (a pre-exploration
stage company) at June 30, 2008 (with comparative figures as at March 31, 2008)
and the statement of operations for the three months ended June 30, 2008 and for
the period from July 24, 2007 (date of inception) to June 30, 2008 and the
statement of cash flows for the three months ended June 30, 2008 and for the
period from July 24, 2007 (date of inception) to June 30, 2008  have
been prepared by the Company’s management in conformity with accounting
principles generally accepted in the United States of America.  In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.





Operating
results for the quarter ended June 30, 2008 are not necessarily indicative of
the results that can be expected for the year ending December 31,
2008.











-3-








SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


BALANCE
SHEET





(Unaudited
– Prepared by Management)





June
      30,2008
            March
      31,2008ASSETSCURRENT
      ASSETSCash
            $   8,055
            $  13,496Total Current
    Assets
            $   8,055
            $  13,496LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            $    4,976
            $  4,211Accounts payable – related
      parties
            6,866
            2,668Total Current
      Liabilities
            11,842
            6,879STOCKHOLDERS’
      DEFICIENCYCommon
      stock450,000,000 shares authorized, at
      $0.001 par value;4,541,000 shares issued and outstanding
            4,541
            4,541Capital in excess of par
      value
            49,159
            45,259Deficit accumulated during the
      pre-exploration stage
            (57,487)
            (43,183)Total Stockholders’
      Deficiency
            (3,787)
            6,617$  8,055
            $  13,496











The
accompanying notes are an integral part of these unaudited financial
statements.











-4-








SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF OPERATIONS


For the
three months ended June 30, 2008 and for


the
period from July 24, 2007 (date of inception) to June 30, 2008





(Unaudited
– Prepared by Management)





ThreeMonthsEnded
              June
      30,2008
            From
      July24,
      2007
              (date
      ofinception)
              to
      June 30, 2008REVENUES
            $
      -
            $-EXPENSESAccounting
      and audit
            2,285
            6,360Consulting
            -
            5,000Exploration
      expenses
            -
            11,321Filing
      fees
            153
            153Incorporation
      costs
            -
            870Legal
            6,738
            21,451Management
      fees
            3,000
            8,000Office
            248
            952Rent
            600
            1,600Telephone
            300
            800Transfer
      agent’s fees
            980
            980NET
      LOSS FROM OPERATIONS
            $(14,304)
            $(57,487)NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $   (0.00)AVERAGE
      OUTSTANDING SHARESBasic
            4,541,000





The
accompanying notes are an integral part of these unaudited financial
statements.











-5-














SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF CASH FLOWS





For the
three months ended June 30, 2008 and period from July 24, 2007 (date of
inception) to June 30, 2008





(Unaudited
– Prepared by Management)





For
      the threemonths
      ended
              June 30, 2008
            From
      July 24, 2007 (date of inception) to
              June 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            $  (14,304)
            $(57,487)Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Capital
      contributions – expenses
            3,900
            10,400Changes
      in accounts payable
            765
            4,976Net
      Cash  Provided (Used) in Operations
            (9,639)
            (42,111)CASH
      FLOWS FROM INVESTING ACTIVITIES:Proceeds from loan from related
      party
            4,198
            6,866CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common
      stock
            -
            43,300Net
      Increase in Cash
            (5,441)
            8,055Cash
      at Beginning of Period
            13,496
            -CASH
      AT END OF PERIOD
            $     8,055
            $  8,055














The
accompanying notes are an integral part of these unaudited financial
statements











-6-










SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


June 30,
2008


(Unaudited
– Prepared by Management)





1.           ORGANIZATION





The
Company, Sweetwater Resources, Inc. was incorporated under the laws of the State
of Nevada on July 24, 2007 with the authorized common capital stock of
450,000,000 shares at $0.001 par value.





The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves,
had been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the development
stage and is considered to be in the pre-exploration stage.





The
Company has elected March 31 as its fiscal year end.





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net
      Income (loss) Per Share





Basic
      net income (loss) per share amounts are computed based on the weighted
      average number of shares actually outstanding.   Diluted
      net income (loss) per share amounts are computed using the weighted
      average number of common and common equivalent shares outstanding as if
      shares had been issued on the exercise of the common share rights unless
      the exercise becomes antidilutive and then only the basic per share
      amounts are shown in the report.





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.





Income
Taxes




The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.





On March
31, 2008, the Company had a net operating loss carry forward of $57,487 for
income tax purposes.  The tax benefit of approximately $17,200 from
the loss carry forward








-7-








SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO INANCIAL STATEMENTS


June 30,
2008





(Unaudited
– Prepared by Management)





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Income Taxes -
Continued





has been
fully offset by a valuation reserve because the future tax benefit is
undeterminable since the Company is unable to establish a predictable projection
of operating profits for future years.   The losses will expire
in 2029.





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.





Foreign Currency
Translations





Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.





Revenue
Recognition





Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising and Market
Development





The company expenses advertising and
market development costs as incurred.





Financial
Instruments





The
      carrying amounts of financial instruments are considered by management to
      be their fair value to their short term
  maturities.





Estimates
and Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.   Actual results could vary from the estimates that
were assumed in preparing these financial statements.





Statement of Cash
      Flows





For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.







-8-









SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO INANCIAL STATEMENTS


June 30,
2008





(Unaudited
– Prepared by Management)





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Unproven Mining Claim
Costs





Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.





Environmental
      Requirements





At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore any estimate of any future cost cannot
      be made.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.





3.           AQUISITION
OF MINERAL CLAIM





The
      Company acquired  a mineral claim known as the Bhavnagar Gold
      Claim located near Surat in the Republic of India for $5,000 from Bhindi
      Mines LLC, an unrelated company located at Bhopol, India.  The
      claim, under Indian mineral law, remains in good standing until such time
      as the Company abandons it.





4.           SIGNIFICANT
TRANSACTIONS WITH FORMER RELATED PARTY





The
former officers-directors have acquired 83% of the common stock issued and have
made no interest, demand loans to the Company of $6,866 and have made
contributions to capital of $10,400 in the form of expenses paid for the
Company.





5.           CAPITAL
STOCK





On
October 31, 2007, Company completed a private placement consisting of 3,750,000
common shares sold to directors and officers at a price of $0.001 per share for
a total consideration of $3,750.  On January 31, 2008, the Company
completed a private placement of 791,000 common shares at $0.05 per share for a
total consideration of $39,550.





6.
            GOING
      CONCERN





The
      Company will need additional working capital to service its debt and to
      develop the mineral claims acquired, which raises substantial doubt about
      its ability to continue as a going concern.   Continuation
      of the Company as a going concern is dependent upon obtaining additional
      working capital and the management of the Company has developed a
      strategy, which it believes will accomplish this objective through
      additional equity funding, and long term financing, which will enable the
      Company to operate for the coming
year.







-9-








ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATIONS





The
followings discussion should be read in conjunction with the information
contained in the financial statements of Sweetwater Resources, Inc. (“Sweetwater
Resources” or “the Company”) and the notes which form an integral part of the
financial statements which are attached hereto.





The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.





We are a
start up, pre-exploration stage company and have not yet generated or realized
any revenues from our business operations.   We were incorporate
under the laws of the State of Nevada on July 24, 2007.   We do
not have any subsidiaries or affiliate companies.   We have never
been bankrupt, been under the control of a receiver or similar proceedings with
respect to ourselves.     We have never had a material
reclassification, merger or consolidation of our Company.   Since
inception we have not disposed of any material amount of assets other than in
the ordinary course of business and have had no material changes in the method
of conducting our business.





Our
present address is Madappilly House, Elenjhipra, P.O. Chalakudy, Via 680271
Kerala, India.  Our telephone number is
011-91-480-320-8192.





We are
filing this registration statement on Form S-1 under the Securities
Act.   We are not subject to the reporting requirements of
section 13(a) or 15(d) of the Exchange Act immediately before filing this
registration statement.





Our
Company has made no revenue since its inception on July 24,
2007.  During the next fiscal year we will be conducting research in
the form of exploration on our Bhavnagar claim located in the Republic of
India.  We have a 100% interest in the mineral rights on the Bhavnagar
claim which we acquired from Bhindi Mines LLC, an unrelated limited liability
company having its registered office at Bhopal, India for $5,000, on November 1,
2007.





In order
to determine a work program on the Bhavnagar claim we commissioned Raman Mistry,
Professional Geologist, to prepare a report on it.





The
professional background of Mr. Mistry is that he graduated from the University
of New Delhi, India with a Bachelor of Science degree in Geology in 1974 and a
Masters of Science degree in 1979 from the same university.  He worked
as a consulting geologist for 25 years for such companies as Pradesh Mining,
Gusain Ventures and Porbqander Explorations where he was commissioned to write
reports on their geological structures.  He is currently a member in
good standing of the Geological Society of India.





In order
to write his report, Mr. Mistry reviewed historical and current geological
reports of the area and of the Bhavnagar claim and visited to the area between
November 17 and19, 2007 for the purpose of evaluating the exploration potential
of the Bhavnagar. The reports by previous qualified persons as presented from a
literature search of the Mineral Resources Department of the Ministry of Energy
and Mineral Resources of the Government of the Republic of India in its annual
reports, papers, Geological Survey maps and assessment reports provide most of
the technical basis for his report.  His report, dated November 22,
2007, is summarized below:





Description
of the Bhavnagar and its location





Bhavnagar
claim consists of 1 unpatented mineral claim, located 42 km East of Surat, and
79 km Northwest of Amreli at UTM co-ordinates Latitude 21°46’00”North and Longitude
072°14’00”East. A 100%
of the Bhavnagar claim was assigned to our Company by Bhindi Mines LLC. and the
assignment was filed with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
India.






-10-







There are
no known environmental concerns or parks designated for any area contained
within the Bhavnagar claim. The property has no encumbrances.  As
advanced exploration proceeds there may be bonding requirements for
reclamation.





Accessibility,
climate, local resources, infrastructure and topography





The
Bhavnagar claim is accessible from Gujarat.  It is connected to Mumbai
by air and railway.   Daily flights operated by Jet Airways and
Air Deccan.   It was one of the first cities in Gujarat to have
an airport.  The city is well connected to other major cities of
Gujarat such as Valadara, Ahmedabad, Rajkot, Jamnagar, Surat and more by road,
with bus services operating by private and state-owned transport
corporations.  The city is also connected to Ahmedabad and some major
cities of Saurashtra by rail road.   Intercity bus service is
operated by VITCOs.   Private auto-rikshaw is other mode of
transport.   The city of Bhavnagar has an experienced work force
and will provide all the necessary services needed for an exploration and
development operation, including police, hospitals, groceries, fuel,
transportation services, hardware and other necessary
items.   Drilling companies and assay facilities are present in
Gujurat.





Natural
resources play an important role in industrial development. Gujarat is endowed
with important resources like minerals, marine, agriculture; besides animal
wealth and human resources. The state government has taken several measures to
explore and exploit these resources for industrial development.





Tropical
mountain forests grow at lower elevations in the northeast corner of the claim
and good rock exposure is found along the peaks and ridges in the western
portion of the claim. The area has a tropical and humid climate, with an
oppressive summer and plentiful seasonal rainfall. The summer season, from March
to May, is followed by the south west monsoon from June to September. The north
east monsoon lasts from October to November.





History




Gold is
available in acid and basic volcanic rocks of Archaean age, the oldest known
rocks in India ranging in age from more than 3000 million years to 2000 million
years.




India has
a large number of economically useful minerals and they constitute one-quarter
of the world's known mineral resources. India is a country rich in mineral
resources. A major portion of the country is composed of Precambrian rocks which
have hosted major gold discoveries worldwide. There were over a hundred gold
mining centers in the early part of last century. Today India’s annual primary
gold mine output is only between 2 and 3 tones. India is the land of the world
famous Kolar Gold Fields and the largest consumer of gold.





Numerous
showings of  mineralization have been discovered in the area and six
prospects have achieved significant production, with the nearby Dayal Gold Mine
(36 kilometers away) producing 175,000 ounces of gold annually.





During
the 1990’s several properties east of Bhavnagar claim were drilled by junior
mineral exploration companies.




Geological Setting -Regional
Geology of the Area





The hilly
terrains and the middle level plain contain crystalline hard rocks such as
charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with
detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic
veins and basic intrusive such as dolerites and anorthosites.  Coastal
zones contain sedimentary limestones, clay, laterites, heavy mineral sands and
silica sands. The hill ranges are sporadically capped with laterites and
bauxites of residual nature.  Gypsum and phosphatic nodules occur as
sedimentary veins in rocks of the cretaceous age.  Gypsum of secondary
replacement occurs in some of the areas adjoining the foot hills of the Western
Ghats.  Lignite occurs as sedimentary beds of tertiary age.  The Black
Granite and other hard rocks are amenable for high polish. These granites occur
in most of the districts except the coastal area.






-11-







Stratigraphy




The
principal bedded rocks for the area of Bhavnagar claim (and for most of India
for that matter) are Precambrian rocks which are exposed along a wide axial zone
of a broad complex.





Gold at
the Dayal Gold Mine (which is in close proximity to the Bhavnagar claim) is
generally concentrated within extrusive Precambrian rocks in the walls of large
volcanic caldera.





Intrusive




In
general the volcanoes culminate with effluents of hydrothermal solutions that
carry precious metals in the form of naked elements, oxides or
sulphides.




These
hydrothermal solutions intrude into the older rocks as quartz veins. These rocks
may be broken due to mechanical and chemical weathering into sand size particles
and carried by streams and channels. Gold occurs also in these sands as
placers.




Recent
exploration result for gold occurrence in Gujarat is highly encouraging. Gold
belt in sheared gneissic rocks is found in three sub parallel auriferous load
zones where some blocks having 250 to 500 meter length and 1.5 to 2 meter width
could be identified as most promising ones.




Structure




Capsule
Description: Graphite veins currently mined are from few centimeters to a meter
thick. Typically they cut amphibolite to granulite grade metamorphic rocks
and/or associated intrusive rocks.




Tectonic
Setting(s): Katazone (relatively deep, high-grade metamorphic environments
associated with igneous activity; conditions that are common in the shield
areas).




Depositional
Environment / geological setting: Veins form in high-grade, dynamothermal
metamorphic environment where met sedimentary belts are invaded by igneous
rocks.




Age of
Mineralization: Any age; most commonly Precambrian.




Host/Associated
Rock Type: Hosted by paragneisses, quartzites, clinopyroxenites,
wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites,
granitic and intermediate intrusive rocks, quartz-mica schists, granulites,
aplites, marbles, amphibolites, magnetite-graphite iron formations and
anorthosites.




Deposit
Types




Deposits
are from a few millimeters to over a meter thick in places, although usually
less than 0.3 meter thick. Individual veins display a variety of forms,
including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently
forming anatomizing or stock work patterns.





Mineralization
is located within a large fractured block created where prominent
northwest-striking shears intersect the north striking caldera fault zone. The
major lodes cover an area of 2 km and are mostly within 400m of the surface.
Lodes occur in three main structural settings:





(i)           steeply
dipping northweststriking shears;


(ii)           flatdipping
(1040) fractures (flatmakes); and


(iii)           shatter
blocks between shears.






-12-







Most of
the gold occurs in tellurides and there are also significant quantities of gold
in pyrite.





Property
Geology




To the
east of Bhavnagar claim is intrusive consisting of rocks such as tonalite,
monzonite, and gabbro while the property itself is underlain by sediments and
volcanic. The intrusive also consist of a large mass of granodiorite towards the
western most point of the property.





Recent
Exploration Work





In April
2008, Sweetwater engaged the services of Bharat Geologists and Assayers, 23
Kamata Pratap Road, New Delhi – 11021 – India to undertake tests on the
Bhavnagar Gold Claim.  In their report dated April 15, 2008, they
stated that “both the assay results and metallurgical tests were
favorable.   Gold type mineralization and structurally controlled
mineralization appears to be possible in the area.   This would
be similar to that of the Dayal Gold Mine.   This is based on our
initial testing at the Bhavnagar Gold Claim.”  They recommended a
drilling program based on the test results and the Mistry
Report.   In addition they also noted that “the State Government
of Gujarat’s bulk test sampling of surrounding areas has also confirmed
favorable results for the production of marketable gold.”





LIQUIDITY AND CAPITAL RESOURCES





We are
not raising any funds under this prospectus but we will have to consider doing
so in the future if we are to remain as a going concern.   If we
find mineralized material and it is economically feasible to remove the
mineralized material, we will attempt to raise additional money through a
subsequent private placement, public offering or through loans.




We have
discussed the lack of funds in the future with our directors and officers and
they have agreed to advance funds as needed until such time and they decide what
type of funding would be suitable for our Company; whether a public issue of
shares, continued advances from our directors and officers or seeking some form
of debt financing from an institutional lender or lenders. If we need additional
cash and cannot raise it we will either have to suspend operations until we do
raise the cash, or cease operations entirely.




As of
June 30, 2008, our total assets were $8,055 consisting sole of cash and our
total liabilities to third party creditors was $4,976 and amounts owed to our
directors was $6,866.  This would give us a working capital deficiency
of $3,787 if we paid all our outstanding payables including amounts due to our
directors.




Our
capital commitments for the next twelve months consist of administrative
expenses together with expenses associated with the completion of our planned
exploration program are estimated as follows:





Expenses
            Amount
            DescriptionAccounting
            $   3,750
            Fees to
      the independent accountant for preparing the working papers for the
      quarters ended for June, 30, September 30 and December 31, 2008 and annual
      financial statements as at March 31, 2009 for submission to our
      auditors.Audit
            4,000
            Review
      of the quarterly financial statements for June 30, September 30 and
      December 31, 2008 and audit of the annual financial statements for the
      year ended March 31, 2009.Edgarzing
      fees
            1,000
            Filing
      this prospectus and future financial statements.Filing
      fees
            225
            Annual
      fee to the Secretary of State for NevadaMiscellaneous
            1,000
            Accrual
      for expenses not known at this time.Office
            500
            Photocopying,
      delivery and fax expensesTransfer
      agent’s fees
            1,000
            Annual
      fee of $500 and estimated miscellaneous charges of $500Estimated
      expenses
            $
      11,475









-13-






Since our
initial share issuances, the Company has been unable to raise cash from any
source other than loan advances from our President who is one of our controlling
shareholders.  Our total requirement for cash over the next twelve
months is summarized below:





Cash
      requirements over the next twelve months as determined
    above
            $   11,475Add:  Accounts
      payable to third parties
            4,97616,451Deduct:                      Cash
      on hand as at June 30, 2008
            (8,055)Estimated cash requirements for
      the next twelve months
            $   8,396





We have
no plant or significant equipment to sell, nor are we going to buy any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from the land.




We may
attempt to interest other companies to undertake exploration work on the
Bhavnagar Gold Claim through joint venture arrangement or even the sale of part
of the Bhavnagar claim.  Neither of these avenues has been pursued as
of the date of this Form 10-Q.




We do not
intend to hire any employees at this time.  All of the work on the
Bhavnagan will be conducted by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for supervision,
surveying, exploration, and excavation.  If Raman Mistry is not
available when we need him, we may engage a geologist to assist in evaluating
the information derived from the exploration and excavation including advising
us on the economic feasibility of removing any mineralized material we may
discover.




Limited
Operating History; Need for Additional Capital


There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on July 24,
2007.  We cannot guarantee we will be successful in our exploration
activities.




Results
of Operations for the Period ended June 30, 2008.




For the
period from July 24, 2007 (date of inception) to June 30, 2008, we had a net
loss of $57,487.   This represents a net loss of $0.01 per share
for the period based on a weighted average number of shares outstanding of
4,541,000.   We have not generated any revenue from operations
since inception.  Our loss to date represents various expenses
incurred with organizing our Company, undertaking audits, exploration expenses,
general office expenses, consulting and legal fees for preparation of this
prospectus, accruing management fees, rent and telephone which can be broken
down as follows:








-14-








Expense
            Inception to June 30, 2008
            
            DescriptionAccounting
      and audit
            $  6,360
            
            Preparation
      of working papers ($3,360) for March 31 and June 30, 2008 for submission
      to our independent accountants for examination and/or of the financial
      statements ($3,000)Consulting
            5,000
            
            Assisting
      in organizing the company and seeking out the
Bhavnagar.Exploration
              Expenses
            11,321
            
            Acquiring
      the Bhavnagar ($5,000), advance on Phase I exploration program ($5,000)
      and obtaining certificates for the Company to do business as a mining
      company in India.Filing
      fees
            153
            
            Obtaining
      CUSIP number and wire fee charges.Incorporation
      costs
            870
            
            Incorporation
      costs paid to the State of Nevada.Legal
            21,451
            
            Legal
      expenses relating to the preparation of this prospectus, administering the
      Company’s trust account and various other legal services as
      required.Management
      Fees
            8,000
            
            The
      Company does not pay management fees to its directors and officers but
      realizes there is a cost associated with their services to the Company and
      therefore accrues $1,000 a month in recognition of this
      service.   The credit is allocated to Capital in Excess of
      Par Value.   These expenses will never be paid out in cash
      or shares to any of the directors or officers.Office
      and general
            952
            
            General
      office expenses.Rent
            1,600
            
            The
      Company as its office the private residence of its President but does not
      pay him any money.   Nevertheless it gives recognition to
      rent expense by accruing $200 per month with an offsetting credit to
      Capital in Excess of Par Value.Telephone
            800
            
            Similar
      to management fees and rent the Company accrues $100 per month for
      telephone with the credit being applied to Capital in Excess of Par
      Value.Transfer
      agent’s fees
            980
            
            Preparation
      of share certificates for the shareholdersTotal
      expenses
            $  57,487





When
deducing the non-cash expense, being management fees, rent and telephone, the
Company has paid and payable expenses of $47,087.




Balance
Sheet




As at
June 30, 2008 our total cash and cash equivalents was $8,055.  Our
working capital deficiency as at June 30, 2008 was $3,787.









-15-






Our
accounts payable to third parties as at June 30, 2008 was as
follows:




Auditors
            For
      the review of the June 30, 2008 financial statements
            $   500Internal
      accountant
            For
      preparation of the working papers for the year end and June 30, 2008 for
      submission to the auditors
            3,360Office
      expenses
            Unpaid
      amounts for photocopying, fax and courier
            136Transfer
      Agent fees
            For
      CUSIP number and issuance of shares
            980Total
      accounts payable to third parties – June 30, 2008
            $  4,976




Total
shareholders’ equity as at June 30, 2008 is a negative balance of
$3,787.  Total shares outstanding, as at June 30, 2008, was
4,541,000.




Trends




We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future.  We are unaware
of any known trends, events or uncertainties that have had, or are reasonably
likely to have, a material impact on our business or income, either in the long
term of short term, other than as described in the Risk Factors section on page
6.




Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business.




RISK
FACTORS





An
investment in our securities involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding
Sweetwater Resources Inc., contained in this prospectus, you should consider
many important factors in considering whether you should purchase the shares
being offered.  The following risk factors reflect the potential and
substantial material risks which could be involved if you consider purchasing
shares in this offering.





Risks
Associated With Our Company





Even
though we recently raised capital through the sale of our common shares our
financial position is not favorable.





Presently
we have accumulated losses of $57,487 since our inception on July 24, 2007 and
our working capital is a negative position of $3,787.   With our
working capital it means that we will either have to raise funds through a sale
of our common shares, ask our directors and officers to offer personally
guarantees for debt financing from a lending institution or else the officers
and directors will have to advance money to us so that we can continue in
operations.   In short, our current cash position will not last
us for more than a few months.






-16-







The
probability of any given property having any provable reserves is very
remote.  In all likelihood our property does not contain any reserves,
and any funds spent on exploration will be lost.





As the
probability of finding provable reserves on any given property is extremely
unlikely, the same applies to prospects on our only property, the Bhavnagar Gold
Claim, with the result being that funds spent on exploration will be
lost.  Following upon that, if we are unable to raise further funds
for our operations, we may have to suspend or cease our operations resulting in
loss of your investment.





We
lack an operating history and have losses which we expect will continue into the
future.  As a result we may have to suspend or cease exploration and
cease operations.





We are an
exploration stage company which is undertaking limited exploration, at this
time, on the Bhavnagar. Accordingly, we anticipate incurring operating losses
into the foreseeable future.





Our
Company was incorporated in 2007, and has not undertaken any exploration, nor
has it generated any revenues.  We do not have an exploration history
against which one can assess the future prospects of our Company.  To
June 30, 2008, we have incurred a loss of $57,487.  Whether we will
generate income or a positive cash flow will be dependent upon our capacity to
find economically viable reserves on the Bhavnagar and control of our operating
costs.





Our
present prospects are that we anticipate incurring further operating losses in
future operating quarters, given that we will be facing research and exploration
costs in exploring the Bhavnagar.  There is no certainty that we will
be able to produce income in which case our business will cease or be suspended
indefinitely.  Our prospects for success must be weighed in light of
the problems, expenses, complications, difficulties and delays commonly
associated with exploring a mineral property.  There is a high rate of
failure in ventures such as ours.





We
have never had profitable operations since our inception.





Even
though we have been incorporated for only a short period of time, we have never
had profitable operations and if the situation continues as it is today we might
never have profitable operations.  This would mean that our
shareholders would never be able to realize any dividends and/or increase in the
value of their initial investment.





We
have no known reserves.  Without ore reserves we cannot generate
income and if we cannot generate income we will have to cease exploration
activity, which will result in the loss of your investment.  Reserve
estimates are very speculative and unreliable as indicators of
success.  Regardless of how much money is spent on the Bhavnagar,
there is risk that we may never identify a commercially viable ore reserve. Even
with positive results during exploration, the Bhavnagar may never be put into
commercial production due to inadequate tonnage, low metal prices or high
extraction costs.





Currently
we have no known reserves.  Without actual ore reserves we will be
unable to generate income, in which case exploration operations will cease
resulting in a loss of your investment.  Typically reserves in regard
to mining claims are referred to as “proven reserves” or “probable
reserves”.  At present, we have neither proven nor probable
reserves.  Ore reserve figures are merely estimates and are not
guarantees that the amounts so estimated would be recovered.  The
Company would engage private, independent contractors to conduct sampling and
testing of the mining claim and from the results of such sampling and testing
estimates of potential reserves are made.  Such estimates are
inherently imprecise in that they are based upon statistical analysis of
geological data requiring the interpretation of the professionals
involved.  As such they are likely to be unreliable as indicators of
the extent of reserves.






-17-







As
production proceeds, existing reserves are diminished.  Reserves may
be reduced as a result of the grade and volume being recovered being lower than
anticipated.





As
reserve estimates are calculated using assumptions about metal prices, they are
subject to a great degree of uncertainty in that metal prices can fluctuate
considerably.  Falling metal prices, rising production costs, capital
costs, declining recovery rates, can render reserve estimates commercially
unviable.  Material declines in our reserves may result in reduced
cash flow, net losses, asset write downs, and other such adverse financial
consequences to our operation and the financial wherewithal of our
Company.  Reserves are not assurances of future revenues or the
profitability of the mining operation, nor can they be utilized to predict the
life of a particular mining venture.  Reserves are no assurance of the
amount of metal, if any that might be produced, nor that any given level of
production will be achieved.





If we do not have
enough funds for exploration, we will have to delay exploration or go out of
business which will result in the loss of your investment .If we are
unable to raise funds for exploration, our proposed exploration plan will be
delayed.  This may result in cessation or suspension of
operations.  If we cease operations or if operations are suspended for
indefinitely, we will go out of business and your investment will be
lost.





Because
we are small and do not have much capital, we must delay conduct of any
exploration and as a result may not find an ore body.  Without an ore
body, we cannot generate revenues and you will lose your
investment.





As our
Company is small with little capital, there will delays in the conduct of
exploration and we may not find an ore body.  If we do not find an ore
body, we cannot generate revenues and you will lose your
investment.





We
may not have access to all the materials and supplies we need to begin
exploration which could cause us to delay or suspend exploration
activity.





Due to
our own financial condition or due to extraneous factors relating to costs and
market forces, we may not be able to have access to the materials and supplies
required to commence exploration. Without such basics of exploration, we would
be forced to delay, suspend or even cancel exploration activity in which case
your investment may be lost.





Because
mineral exploration and development activities are inherently risky, we may be
subject to various hazards including environmental liabilities, adverse weather
conditions, floods, cave-ins, and the like.  If such an event were to
occur it may result in loss of your investment.





Mining
operations are subject to a myriad of risks inherent to its
nature.  These include the presentation of unusual geological
formations, environmental pollution issues, mine collapses, injury to personnel,
flooding, changing and adverse weather conditions, and other such uncontrollable
events.  In some cases, the risk might be ameliorated by way of
insurance, however, all such risks are not necessarily covered by insurance and
the cost of insurance may in any event become prohibitive.  Any one or
a combination of such events could render the operation subject to delay,
suspension or cancellation having become either too difficult or impossible to
continue or uneconomical to carry on.





Because
we have not put a mineral deposit into production before, we will have to
acquire outside expertise.  If we are unable to acquire such expertise
we may be unable to put Bhavnagar into production and you may lose your
investment.  Management has no technical experience mineral
exploration or production.





Our
directors do not have technical training or proficiency in geology or
engineering, specifically as such relates to exploration, development and
operation of a mine.  Consequently, they may not exploit opportunities
in acquisition and exploration of claims without hired
professionals.  Management may not appreciate the usual and common
approaches necessary in the industry to commercially exploit or investigate a
claim.  Such a deficiency may severely, permanently and adversely
affect the financial viability of our business.






-18-





Risks
Associated With Owning our Shares:





Without
a public market there is no liquidity for our shares and our shareholders may
never be able to sell their shares which would result in a total loss of their
investment.





Our
common shares are not list on any exchange or quotation system and we do not
have a market maker who will assist us in having our shares quoted on the
OTCBB.  At the present, time none of our selling security holders are
able to sell their shares other than through private transactions and only after
this prospectus becomes effective.  Selling shares privately might
result in our selling security holders not receiving the price per share that
they might have obtained if the shares were quoted on the
OTCBB.   Management will seek out a market maker when this
registration statement becomes effective.  This will occur as
follows:





●
            
            We
      will have to identify a market maker who will file a Form 211 for us which
      will start the process with the FINRA and hopefully eventually obtaining a
      quotation on the OTCBB; and●
            
            We
      will have to be current in our financial statements to be quoted on the
      OTCBB and hence we will be responsible for filing Forms 10K-SB and 10Q-SB
      on a periodic bases as required.





We do not
know how long this process will take for our Company to become effective with
the SEC but estimate a period of between six to twelve months.  Once
our registration statement is effective, we will identify a market maker and
commence the process of being quoted on the OTCBB.   The length
of time this will take is unknown to us but we estimate approximately six to
twelve months again.  There is the distinct possibility that our
Company will never be quoted on the OTCBB.





If
we are fortunate enough to be quoted on the OTCBB our shares might be thinly
traded resulting in our shareholders not having the opportunity to easily
liquidate their investment in our shares.





If our
shares our quoted on the OTCBB we might experience a lack of buying or selling
which will not allow our selling security holders to sell their shares when they
want and at prices they desire.   Reasons for the lack of buying
or selling could be the result of investors not desiring to purchase our shares,
the stock markets overall are unfavorable to purchasing or selling shares or our
Company cannot identify an ore body on the Bhavnagar.  On the other
hand, our share prices might be volatile with wide fluctuations in response to
the previous mentioned circumstances.   This also might restrict
our shareholders from selling their investment in our shares at the price they
wish.





We
might in the future have to sell shares by way of private placements or through
a public offering which will have the effect of diluting our shareholders’
current percentage ownership in our Company.





If, in
the future, we decide to sell shares to raise additional capital for operations,
our shareholders current percentage ownership in our Company will be diluted
unless they participate in the purchase of shares equivalent to their present
ownership in our Company.   If they do not participate in either
a future private placement or public offering their percentage interest in our
Company will be diluted.





Without a public
market there is no liquidity for our share and our shareholders may never be
able to sell their shares which could result in a total loss of our
shareholders’ investment .Our common shares are not listed on any
exchange or quotation system and we do not have a market maker which might
results in no market for our shares.  Therefore, our shareholders will
not be able to sell their shares in an organized market place unless they sell
their shares privately.  If this happens, our shareholders may not
receive a price per share which they might have received had there been a public
market for our shares.  If we are ever quoted on the OTCBB our shares
will be considered “penny stock” and our market maker will have to adhere to the
“penny stock” rules:






-19-







Our
shares will be considered “penny stocks” and therefore are covered by Section
15(g) of the Securities Exchange Act of 1934 which imposes additional sales
practices requirements on broker dealers who sell our securities including the
delivery of standardized disclosure document: disclosure and confirmation of
quotation prices; disclosure of compensation the broker/dealer receives; and,
furnishing monthly account statements.  For sales of our securities,
the broker/dealer must make a special suitability determination and receive from
his customers a written agreement prior to making a sale.  The
imposition of the foregoing additional sales practices could adversely affect a
shareholder’s ability to dispose of his/her stock.





Because
our officers and directors have other outside business activities and may not be
in a position to devote a majority of their time to our planned exploration
activity, our exploration activity may be sporadic which may result in periodic
interruptions or suspensions of exploration





Our
directors and officers have other business interests which take a large
percentage of their time.  Our president spends approximately 10 hours
a month attending to the affairs of our Company whereas our Secretary Treasurer
spends only 5 hours per month.   If our business and exploration
activities expand in the near future our directors and officers will have to
devote more time to the affairs of our Company or they will have to hire
professional personnel to undertake these duties.   This will
result in an increase in costs to the Company.





ITEM
3.                      CONTROLS
AND PROCEDURES





(a)           Evaluation of Disclosure
Controls and Procedures





Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of Sweetwater Resources’ controls and procedures (as defined in
the Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end
of the period of the filing of this quarterly report on Form 10-Q (the
“Evaluation Date”), have concluded that as of the Evaluation Date, Sweetwater
Resources’ disclosure and procedures were adequate and effective to ensure that
material information relating to it would be made known to it by others,
particularly during the period in which this quarterly report on Form 10-Q was
being prepared.




(b)           Changes in Internal
Controls





There
were no material changes in Sweetwater Resources’ internal controls or in other
factors that could materially affect Sweetwater Resources’ disclosure controls
and procedures subsequent to the Evaluation Date, nor any significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions.





PART
11 – OTHER INFORMATION





ITEM
1.                      LEGAL
PROCEEDINGS





There are
no legal proceedings to which Sweetwater Resources is a party, or to which the
Bhavnagar Gold Claim is subject, nor to the best of management’s knowledge are
any material legal proceedings contemplated.





ITEM
2.                      UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None






-20-







ITEM
3.                      DEFAULTS
UPON SENIOR SECURITIES





None





ITEM
4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





There
have been no matters brought forth to the securities holders to vote upon during
this quarter.





ITEM
5.                      OTHER
INFORMATION





None








ITEM
6.                      EXHIBITS
AND REPORTS ON FORM 8-K





(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





Exhibit No.
            Description3.1
            Certificate
      of Incorporation (incorporated by reference from Sweetwater Resources
      Registration Statement on Form S-1 filed on June 2, 2008, Registration No.
      333-151339).3.2
            Certificate
      of Correction (incorporated by reference from Sweetwater Resources
      Registration Statement on Form S-1 filed on June 2, 2008, Registration No.
      333-151339).3.3
            Articles
      of Incorporation (incorporated by reference from Sweetwater Resources
      Registration Statement on Form S-1 filed on June 2, 2008, Registration No.
      333-151339).3.4
            Bylaws
      (incorporated by reference from Sweetwater Resources Registration
      Statement on Form S-1 filed on June 2, 2008, Registration No.
      333-151339)10.1
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Sweetwater
      Resources Registration Statement on Form S-1 filed on June 2, 2008,
      Registration No. 333-151339).











-21-











SIGNATURES








In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





SWEETWATER RESOURCES,
  INC.(Registrant)Date:   July
      29, 2008
            JOSE MADAPPILLYChief
      Executive Officer, President and DirectorDate:   July
      29, 2008
            JAIJU MAKIAKALChief
      Financial Officer,
              Secretary
      and Director











-22-